SHAREHOLDER PRESENTATION

Peter Page, Executive Chairman

Neil Austin, Chief Financial Officer

31 August 2022

CARR'S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022

INTRODUCTION - PETER PAGE, EXECUTIVE CHAIRMAN

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CARR'S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022

DISCLAIMER

This presentation contains confidential information regarding Carr's Group plc (the "Company"). This presentation, and any ancillary documents relating to it, any oral presentation and any question and answer session (together, the "Materials") have been prepared and issued by and are the sole responsibility of the Company. The Materials are being made available for your information only and are delivered by the Company in connection with a potential Class 1 disposal of the Company's interests in Carr's Billington Agriculture business (the "Disposal"). The presentation slides are given in conjunction with an oral presentation and should not be taken out of context.

The Materials are confidential and must not be recorded, copied, distributed, reproduced, stored in a retrieval system, transmitted or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such person's organisation or firm) or published in whole or in part, for any purpose or under any circumstances at any time, without the prior written consent of the Company and Investec Bank plc ("Investec").

Certain information contained in the Materials may constitute inside information for the purposes of the Criminal Justice Act 1993 and the EU Market Abuse Regulation (2014/596/EU), as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act, as amended ("MAR"). You agree and accept that you will not deal or encourage any other person to deal in the securities of the Company whilst you remain in possession of such inside information (i.e. until the transaction and other inside information described in the Materials is announced or until the Company has confirmed to you that you are no longer in possession of inside information) and will not engage in behaviour which would amount to market abuse. Dealing in securities of the Company when in possession of inside information could result in liability under the insider dealing restrictions set out in the Criminal Justice Act 1993 or MAR. The Materials may contain information which is not generally available, but which, if available, would or would be likely to be regarded as relevant when deciding the terms on which transactions in the securities of the Company should be effected. Unreasonable behaviour based on such information could result in liability under the market abuse or insider dealing provisions of MAR or under other applicable laws and/or regulations in other jurisdictions.

The information contained in the Materials and any further information made available by, or on behalf of, the Company, or by Investec, relating to the Company or any of its subsidiaries or subsidiary undertakings (the "Information") will not form the basis of any contract, does not constitute or form part of, and should not be construed as, an offer, invitation, inducement, solicitation or recommendation for the taking of any action, the acquisition of any asset of, or securities in, the Company or any other entity or the making of any investment, commercial or financial decisions and does not otherwise constitute an agreement to provide investment services. Neither the Materials nor any part thereof, nor the fact of their distribution, shall form the basis of, or be relied upon in connection with, any contract or commitment by or with the Company or Investec, or their respective affiliates or Representatives (as defined below), for any purpose.

Neither receipt of the Materials by any person, nor any information contained in them, supplied with them or subsequently communicated to any person by, or on behalf of, the Company or by Investec or any of their respective affiliates or by any of their respective directors, officers, employees, members, agents, advisers, representatives or shareholders (collectively, "Representatives"), either constitutes or is to be taken as constituting the giving of investment advice by the Company or by Investec or any of their respective affiliates or any of their respective Representatives to any person. The Materials are not intended to form (and should not therefore be relied upon as forming) the basis of any investment, financing or other decision. The Materials do not purport to be comprehensive or to contain all the information that may be relevant to recipients relating to the Company, the Disposal or the other matters described in the Materials. Each recipient of the Materials must make its own investigation and assessment of the Company, the Disposal and such other matters described in the Materials.

The contents of the Materials have not been examined or approved by the Financial Conduct Authority (the "FCA"), London Stock Exchange plc or any other regulatory body, nor is it intended that the Materials will be so examined or approved. Some of the Information is still in draft form and will only be finalised at the time of publication of the circular to be published in connection with the Disposal (if published in due course by the Company).

The information in the Materials has not been independently verified and accordingly, no reliance may be placed for any purpose whatsoever on the information or opinions contained or expressed in the Materials or on the adequacy, accuracy, fairness or completeness of such information and opinions.

While the Information has been prepared in good faith, neither the Company, nor Investec, nor any of their respective affiliates, nor any of their respective Representatives, gives, has given or has authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or completeness of the Information or any revision thereof and liability therefor is expressly disclaimed. Accordingly, neither the Company, nor Investec, nor any of their respective affiliates, nor any of their respective Representatives, takes any responsibility for, or will accept any liability whether direct or indirect, express or implied, contractual, tortuous, statutory or otherwise, in respect of, the accuracy or completeness of the Information, which remains subject to formal verification, or for any of the opinions contained in the Information or for any errors, omissions or mis-statements or for any loss, howsoever arising, from the use of the Information. No duty of care is owed or will be deemed to be owed to any person attending the presentation or otherwise accessing the Materials or any other person in respect of the Information.

Neither the issue of the Materials nor any part of their contents is to be taken as any form of commitment on the part of the Company to proceed with any transaction or issue any circular. The information and opinions contained in the Materials are subject to updating, completion, revision and amendment in any way without liability or notice to any person. In furnishing the Materials, neither the Company, nor Investec, nor any of their respective affiliates nor any of their respective Representatives undertakes or agrees to any obligation to provide any person attending the presentation or otherwise accessing the Materials with access to any additional information or to update the Materials or to correct any inaccuracies in, or omissions from, the Materials which may become apparent.

Certain statements contained in the Materials contain (or may contain) certain forward-looking statements with respect to the Company's current expectations, beliefs, intentions, estimates and projections about future events, strategic initiatives and the Company's future financial condition and performance. These statements sometimes use words such as "aim", "believes", "estimates", "may", "will", "should", "plans", "anticipates", "could", "potential", "expects", "anticipates", "plans", "intends", "projects", "indicates" and words or terms of similar meaning (or the negative thereof). By their nature, forwardlooking statements are inherently predictive, speculative and involve risks, uncertainties and assumptions that could cause actual results, financial condition, performance, developments or achievements to differ materially from those expressed or implied by the forwardlooking statements. Many of these risks, uncertainties and assumptions relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. These forward-looking statements speak only as of the date of the relevant Materials. Undue reliance should not be placed on these forward-looking statements. In particular, but without prejudice to the generality of the above, no representation or warranty is given, and no responsibility or liability is accepted, either as to the achievement or reasonableness of any future projections, forecasts, estimates or statements as to any prospects or future returns contained or referred to in the Materials or in relation to the basis or assumptions underlying such projections, forecasts, estimates or statements. Except as required by applicable law or regulation, the Company and Investec each expressly disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements whether as a result of new information, future events or otherwise.

No statement in the Materials is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial periods will necessarily match or exceed the historical or published earnings of the Company and/or its subsidiaries. No statement of a financial metric should be interpreted to mean that any financial metric for the current or future financial years would necessarily match or exceed the historical published position of the Company and/or its subsidiaries. The estimates set out in the Materials have been prepared based on numerous assumptions and forecasts, including those set out in the Materials, some of which are outside of the Company's influence and/or control, and are therefore inherently uncertain. The estimates have not been audited, reviewed, verified or subject to any procedures by the Company's auditors. You should not place undue reliance on them and there can be no guarantee or assurance that they will be correct.

Certain figures contained in the Materials have been subject to rounding adjustments. Accordingly, the actual arithmetic total of numbers may not conform exactly to the total figures and percentages may not conform exactly to percentages that would be derived if calculations were based on rounded numbers.

Investec, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for the Company as sponsor and for no one else in connection with the Disposal and other matters described in the Materials and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec, nor for providing advice to any other person in relation to the Disposal and other matters described in the Materials. Any other person attending the presentation or by otherwise accessing the Materials should seek their own independent legal, investment and tax advice as they see fit. Investec expressly disclaims all and any responsibility or liability, whether arising in contract, tort or otherwise, which it might otherwise have in connection with the Materials.

By attending the presentation or by otherwise accessing the Materials, you warrant, represent, undertake and acknowledge to the Company and Investec that: (a) you have read, understood and agree to comply with the foregoing limitations and restrictions including, without limitation, the obligation to keep strictly confidential the information contained in the Materials or made available in connection with further enquiries to the extent such information is not made publicly available (otherwise than through a breach by you of this provision); (b) you will not at any time have any discussion, correspondence or contact concerning the information in the Materials with any of the Representatives of the Company nor with any of its suppliers, nor any governmental or regulatory body, without the prior written consent of the Company; and (c) you will not deal in (or encourage any other person to deal in) the shares of the Company or financial instruments of the Company or base any behaviour on any inside information you receive as part of the Materials until you have ceased to have such inside information for the purposes of MAR.

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CARR'S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022

CARR'S GROUP AT A GLANCE

The Group has market leading brands and robust market positions in Agriculture and Engineering supplying customers in over 50 countries, with manufacturing sites in the UK, Germany and the USA, managed in three divisions: Speciality Agriculture, Agricultural Supplies and Engineering.

SPECIALITY

AGRICULTURAL

AGRICULTURE

SUPPLIES

Molasses based feed

Feed for ruminant livestock,

blocks, minerals, bypass

country stores (agricultural and

protein and trace element

rural supplies), agricultural

boluses

machinery and fuel supply

ENGINEERING

Specialised engineering solutions, fabrication and precision engineering

and robotics for the nuclear sector

1831 JONATHAN DODGSON CARR, A QUAKER, FOUNDED THE BUSINESS IN CARLISLE AS A BAKERY AND BISCUIT FACTORY

1834 the first flour mill opened. 1841 a royal warrant was received from Queen Victoria. The company diversified into the animal feed business. Carr's Flour Mills and the Agricultural Supplies and Feeds businesses evolved into Carr's Milling Industries PLC and listed on the London Stock Exchange in 1972. The first of the Engineering businesses was acquired in 1996. 2015 the company changed its name to Carr's Group plc. In 2016 the flour-milling division was sold to Whitworths Holdings Ltd. Carr's has always been associated with Carlisle. Since 1972 the biscuit factory in the city has been part of United Biscuits, however, the McVitie's factory is still known locally as Carr's, and Carr's branded products, specifically the famous Carr's Water Biscuits, are marketed in the US by Kellogg's.

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CARR'S GROUP | SHAREHOLDER PRESENTATION 31 AUGUST 2022

STRATEGIC REVIEW TO ENHANCE SHAREHOLDER VALUE

CARR'S GROUP IS A PORTFOLIO OF BUSINESSES IN THREE DIVISIONS

Revenue

Statutory

Capital*

Adjusted

Adjusted EPS

Division

Ownership

2019-21

Gross Profit

Employed

Operating

2019-21

Average

2019-21

February 2022

Profit 2019-21

Average

(£m)

Average (%)

(£m)

Average (£m)

(pence)

Agricultural

Jointly owned

291.5

7.2

62.0

6.0

3.1

Supplies**

Combination of

Speciality

100%

63.8

24.4

37.9

8.6

7.0

Agriculture

ownership and

joint ventures

Engineering

100%

50.3

31.3

60.4

4.6

3.2

Carr's Group

Group

N/A

405.6

13.0

179.4

17.6

13.3

Total***

* Gross assets less current liabilities and after Group level consolidation adjustments ** Excludes Carrs Properties Ltd historically included under Agricultural Supplies *** Includes central costs

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Carr's Group plc published this content on 05 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 January 2023 06:37:04 UTC.